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Vegas Lex has won an appeal for the Khanty-Mansiysk Non-State Pension Fund (KMNSPF) in a dispute over a trust management agreement.

The Khanty-Mansiysk Non-State Pension Fund was established in 1995 by the Khanty-Mansi Autonomous Area (Yugra) represented by its state property management department. It is one of the top ten Russian non-state pension funds, servicing RUB 9 billion of pension savings deposited by the local insured persons under their mandatory pension insurance agreements.

On January 13, 2015, the Vegas Lex Dispute Resolution Practice won a case in Russia’s Ninth Commercial Court of Appeals for the sake of the Khanty-Mansiysk Non-State Pension Fund in a dispute over a trust management agreement with regard to the fund’s pension reserves.

According to Vegas Lex, “the dispute arose after the asset management company, the TRINFICO Investment Group, broke the trust agreement: contrary to the fund’s orders, the company failed to sell unreliable securities to invest in better assets. The unsold securities eventually depreciated, which affected the overall value of the fund’s assets. Meanwhile, the more reliable securities that the asset management company was to buy went up, which led to damage and lost profit for the fund.”

A lower court awarded KMNSPF the actual damages it had suffered, but not the lost profit. After that a cassation court overruled the earlier decision to reject the lost profit claim, and sent the case for review. The case was reviewed, and the court ruled that KMNSPF was also entitled to the lost profit from the asset management company. On January 13, the court of appeals supported that ruling.

The Vegas Lex team obtaining the ruling in favor of the Khanty-Mansiysk Non-State Pension Fund was led by Managing Partner Alexander Sitnikov and the Head of Litigation Practice Kirill Trukhanov.

Varul has announced that Ansis Spridzans, the former manager of the “Privatisation Agency” company, has joined its Latvian office and will manage its corporate and commercial law practice. According to the firm, “Ansis Spridzans will be responsible for M&A transactions, privatization as well as the operational and regulatory issues of banks and financial institutions.”

Spridzans began his legal career in 2003 in the Capital Markets and Investment Department of Parex banka (now Citadele bank), later becoming the Head of the External Services Department of the Legal Board. During the 7 years he worked in Parex banka, Ansis acquired experience with financial instruments on local and foreign markets. He participated in acquisition and sales transactions, as well as in restructuring processes. In 2010 he left Parex banka to join the Sorainen law firm. 

Varul Partner Vita Liberte stated that: “We are very pleased that Ansis Spridzans chose to join Law Firm Varul. The current economic and geopolitical situation provides many opportunities for our existing and potential clients and at the same time requires complicated legal solutions. The firm already has a solid track record in mergers, acquisitions and restructurings, but our goal is to become the market leader of these areas of legal services. I believe that Ansis’ experience contributes to the firm’s competence base and strengthen our corporate team.”

Spridzans explained his move thusly: “It’s quite unusual, that Law Firm VARUL is equally appreciated by both Western and Eastern clients. I value the fact that the firm has a clear vision of its development, which is aiming to offer the possibly widest range of services for clients. It is a growing company and it has a has potential in practice areas that I have deep professional interest in. I’m looking forward to this challenge and working with some of the best people in the business.” 

CHSH Cerha Hempel Spiegelfeld Hlawati has advised red-stars.com data AG in connection with an investment in KiwiSecurity Software, a leading developer of patented high-security solutions for automated analysis of image and video data in real-time.

Red-stars.com data obtained 28% of shares. The founders of KiwiSecurity Software (Florian Matusek, Stephan Sutor, and Klemens Kraus) still remain in control of a majority of 52% of KiwiSecurity Software. Stephan Sutor and Thomas Streimelweger — the CEO of red-stars.com data — were appointed as Chief Operations and Chief Executive Officers.

Red-stars.com data was advised by CHSH Managing Partner Albert Birkner and Associate Nadine Leitner.

The U.S. law firm Sichenzia Ross Friedman Ference (SRFF) has announced its affiliation with the Fabry Law Office in Budapest, which will operate under the name of “SRFF-Fabry” going forward.

The affiliation, which became official on January 1, 2015, represents the first office outside of the U.S. for SRFF, known for its securities and corporate practices.

SRFF Fabry will be led by Managing Partners Agnes Fabry and Gyorgy Feher. According to its press release, in the past decade SRFF has successfully represented many Hungarian companies that have traded on prominent U.S. capital markets. 

Gregory Sichenzia, founding partner of SRFF, stated: “We chose Budapest for our first European footprint because of our long-standing relationship and professional regard for Agnes Fabry and Gyorgy Feher. Budapest is a convenient hub to serve our various European and international clients, and this affiliation marks the next step in continuing our tradition of success in Europe.” 

Agnes Fabry added: “We are excited to strategically align with SRFF to better serve our existing and future clients. We are confident that SRFF’s corporate finance and securities law focus will complement our own expertise in these core areas, and this will enable us to enhance the quality of our services in other key areas such as real estate, mergers and acquisitions, sports and media law, and international dispute resolution.”

CMS has announced that Roxana Popel has joined the firm’s Bucharest office as Head of Tax in Romania. Popel joins CMS after 15 years with PwC Romania.

According to CMS, Popel has experience in both Romanian and international corporate taxation, and provides tax planning and advisory services to both multinational and domestic clients in Romania and beyond. “Her expertise covers a range of services, from advising on bespoke cross-border structuring to drafting and negotiating tax indemnities, as well as assessing the level of tax compliance with applicable legislation, identifying tax optimisation solutions, assisting with tax audits or reviews, and the tax aspects of due diligence. Roxana works with a large portfolio of clients across numerous industry sectors, with a particular focus on the Consumer Products and Retail, Agriculture, Manufacturing and Utilities sectors.” 

Popel is a licensed tax advisor and member of the Romanian Chamber of Certified Tax Consultants.

“I am very pleased to join CMS,” Popel stated. “CMS has an excellent reputation across Europe for tax advice and is the perfect platform for the next step in my career. We are committed to providing our clients with high quality, innovative tax solutions wherever they may need them.”

Gabriel Sidere, Managing Partner of CMS in Romania, commented that: “We are delighted to have attracted a highly talented senior tax specialist like Roxana who will further develop our tax planning and advice services in Romania. We want to congratulate Roxana on achieving this milestone and her continued success.” Sidere also explained that: “this strategic move will enable CMS to meet growing client demand for support from us in the increasingly complex area of tax legislation and practice. Our clients require a seamless, multi-jurisdictional tax advisory service, whether on a stand-alone basis or as part of the full legal service offered by CMS. We are now even better-equipped to successfully meet our clients’ current and future business needs. This is an exciting time for CMS in Romania – we continue to build for the future and expand our offering in Romania.”

Egorov Puginsky Afanasiev & Partners (EPAM) has announced that it supported OTCPharm Public Company, a subsidiary of Pharmstandard, in the successful December 2014 completion of the procedure for listing of its shares.

The deal structure consisted of two stages: the spining-off of a subsidiary from Pharmstandard, involving a transfer of the company’s OTC business, and the further listing of shares in the newly established company in order to prepare for an eventual IPO.

As a result, the shares in OTCPharm Public Company have been put on the second tier of the MICEX Quotation List, and all conditions were satisfied to list the securities abroad.

The deal was supported by the Banking & Finance and Capital Markets Team of Egorov Puginsky Afanasiev & Partners, including Associate Alexander Filchukov, supervised by Partner and Head of the Practice Dmitriy Glazounov.

Triton, together with co-investor Capvis, has agreed to sell Wittur, one of the world’s largest independent suppliers of elevator components and systems, to the U.S.-based private equity group Bain Capital. Triton was advised by Linklaters and Wolf Theiss (on all Austrian law aspects of the transaction), while Bain Capital was advised by Kirkland & Elis and Hengeler Muller.

Founded in 1968, Wittur’s products include lift machines, elevator doors, hydraulic devices, safety components, gearless drives, and slings, all produced for well-known international brands. According to a statement released by Wolf Theiss, following Triton’s acquisition of the company (from Goldman Sachs, Cerberus, and Credit Suisse) in 2010, “Wittur was able to significantly develop its leadership position as one of the world’s largest independent suppliers of elevator components and systems and substantially increased its business particularly in Asia.” The owners decided to sell Wittur in August 2014. 

Wolf Theiss performed a vendor due diligence and advised on all legal aspects of the sale under Austrian law. Partner Benjamin Twardosz said of the deal that: “We are delighted to have worked with Capvis, Triton and Wittur on the purchase and sale of Wittur over several years and through two private equity investment cycles.” 

The Wolf Theiss team consisted of Partners Twardosz, Horst Ebhardt, and Matthias Unterrieder, Counsels Hartwig Kienast and Karl Binder, Senior Associates Katrin Bernadette Stauber, Matthias Schimka, and Wolfram Schachinger, and Associates Eva Heil and Sandra Spitzer. 

After evaluating the total non-core assets belonging to the investment portfolio, UniCredit Bank Austria has decided to start the sale of the real estate portfolio of Immobilien Holding in a structured sales process. Freshfields and Fellner Wratzfeld are advising on separate “phases” of the sale.

The tender procedure is open to Austrian and foreign investors and is planned to be completed by autumn 2015. 

Immobilien Holding holds investments in some 80 properties throughout Austria, including Donauturm, Garage am Hof, Schlosshotel Lebenberg in Kitzbuhel, and Wien Mitte Immobilien. It also holds various equity interests in companies which are active as project developers and service providers, e.g. BAI Bautrager Austria Immobilien, Ekazent Immobilienmanagement, the Dr. W. W. Donath Immobilienverwaltung real estate manager, and the BA Real Immobilientreuh and real estate broker. Also included in the portfolio is Wien Mitte, for which a separate sales process was launched in November 2014.

According to the bank, within the two-phase sales process, phase one is the sale of the main portfolio of investments and phase two encompasses the sale of property developer BAI Bautrager Austria Immobilien and of various service companies. In the first phase, the main portfolio of investments comprising six packages will be offered for sale: residential property rented out under a general lease and benefiting from a subsidy scheme for construction (packages 1 and 2), residential property in prime locations (package 3), apartment buildings (package 4), individual apartments, business premises and car parks (package 5), and building rights and the rental rights of Ekazent Realitaten (package 6). Moreover, the bank will also offer for sale individual properties such as Wiener Donauturm and Schlosshotel Lebenberg, a hotel in Kitzbuhel. Bids can be made for the entire package and for specific packages.

Freshfields Bruckhaus Deringer is advising on  phase 1 — the sale of the portfolio of property investments. Fellner Wratzfeld & Partner will provide advice on phase 2 — the sale of the property developer BAI and on the sale of the service companies. Fellner Wratzfeld & Partner also advised UniCredit Bank Austria on the acquisition of the portfolio in summer 2014.

Image source: Tupungato / Shutterstock.com

Asters has announced that Counsels Oleksiy Demyanenko and Alexey Khomyakov have been promoted to the firm’s partnership, increasing the total number of partners at the firm to 17.

Oleksiy Demyanenko focuses on transactional work (M&A, banking and finance, capital markets), aviation, corporate restructuring of business, currency control, and cross-border planning for private clients. He joined Asters in 2008, after spending the first two years of his career at Lexwell & Partners.

Alexey Khomyakov primarily focuses on taxation. His additional areas of practice include M&A, asset management, securities, and foreign investments. Before joining Asters in January 2012, he was Chief Legal Officer at Swedbank in Ukraine for 8 months, Chief Tax Officer at the Energy Standard Group for 2.5 years, and a Senior Tax Consultant at KPMG for 4.6 years.

“Asters’ continued commitment to retaining and promoting its best human asset is evident in this 2015 partner appointments,” said Asters Managing Partner Oleksiy Didkovskiy. “The newly elected partners are an excellent example of the quality of Asters’ team and demonstrate our ongoing investment in the firm’s business and strategic course on incentivizing younger legal talent. We congratulate our new partners and wish them every success in the future.”  

Senior Partner Armen Khachaturyan added that: “These promotions are based on high merits of the new partners who went a long way to professional maturity within Asters and contributed a lot to Asters’ success. We look forward to having them continuing provision of excellent legal service to the firm’s clients, developing its business, enhancing strategy and effective solutions.”

Willkie Farr & Gallagher and Binder Groesswang have advised the Wendel Group, one of Europe’s leading listed investment firms, on the acquisition of a majority interest in Constantia Flexibles, one of the world leaders in flexible packaging. The contract was signed on December 23, 2014.

Binder Groesswang was Austrian Counsel on the deal, and coordinated legal advice in Russia, Poland, Turkey, Romania, the Czech Republic and Malaysia, as well as advising on IP-law throughout all involved countries.

Wendel’s offer values Constantia Flexibles at EUR 2.3 billion or around nine times estimated 2014 EBITDA. The transaction, which is based on a leverage of 5x estimated 2014 EBITDA, is expected to close in the first half of 2015. Once the transaction is complete, Wendel intends to support Constantia Flexibles over the long term as the majority shareholder alongside significant minority shareholders.

Wendel is one of Europe’s leading listed investment firms, working at the crossroads of industry and finance. A long-term investor with permanent capital, Wendel has been supported for over three centuries by the Wendel family, its reference shareholder. The 1050 family shareholders are gathered in Wendel-Participations, which holds a 35.7% stake in Wendel.

Founded by Herbert Turnauer in the 1960s and headquartered in Vienna, the Constantia Flexibles group produces flexible packaging and labeling solutions, principally for the food, pet food, pharmaceuticals, and beverage industries. The company has expanded outside Europe and over the last five years has become one of the world leaders in flexible packaging. The Constantia Flexibles group has over 3,000 customers worldwide and more than 8,000 employees at 43 industrial sites spread across 18 countries. It sells its products in over 115 countries.

The Binder Groesswang team was led by Partner Thomas Schirmer, and Associate Hemma Parsche, and included Partners Stefan Tiefenthaler, Ivo Rungg, Johannes Barbist, Counsels Hellmut Buchroithner, Alexander Kramer, Thomas Berghammer, as well as Associates Bernd Schneiderbauer, Angelika Pallwein-Prettner, Markus Pinggera, Robert Wippel. Also involved were lawyers Christoph Baumgartner, Sabine Apfl, Hanna Oberbichler, and Maximilian Holtl.

The Willkie Farr team was led by Partner Mario Schmidt.